


Spiderpuss

by Airulophant



Category: Spider-Gwen (Comics), Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: BDSM, Bondage, Dildos, F/F, Forced Masturbation, Forced Orgasm, Kissing, Manipulation, Master/Slave, Mind Control, Mind Sex, Non-Consensual Bondage, Penetration, Restraints, Rough Oral Sex, Rough Sex, Solitary Confinement, Tentacle Sex, Tentacles, Vaginal Fingering
Language: English
Status: Completed
Published: 2019-03-27
Updated: 2019-03-28
Packaged: 2019-12-25 14:23:22
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 3
Words: 7,294
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18263132
Author URL: https://archiveofourown.org/users/Airulophant/pseuds/Airulophant
Summary: On that snowy day, Gwen Stacy couldn't beat Doc Ock. She lost, and they got carted off in handcuffs.Now, she finds herself in a dinky, moldy prison cell with no means of escape. She hasn't seen another person in weeks, and she's starting to wonder what they're going to do to her...





	1. A Puddle on the Floor

**Author's Note:**

> This was supposed to be a one-off flash fiction, the kind you write in an hour and delete as soon as you're done. But several hours and 7000 words later, here we are. I kind of felt obliged to post it, only because I dumped so much time into it.
> 
> Hopefully, you can look past the weirdness and enjoy reading it as much as I enjoyed writing it. Unless weird is your thing, of course... but I won't judge.

Six weeks. For six weeks, Gwen Stacy has been locked in a small room, her wrists locked together by a pair of special handcuffs, neutralizing her powers. For six weeks, Gwen has been fighting, struggling, finding ways to escape. But in six weeks, she hasn’t managed it.

Doctor Olivia Octavius caught Gwen in the forest all those weeks ago. There wasn’t much she could do about it — some kind of long-range disruptor broke her web device, and she was left helpless on the ground while Peter and Miles were being cuffed and arrested. It worries Gwen that she hasn’t seen those two in over a month, but what really worries her is what Kingpin has done with the reactor. She isn’t dead yet. She hasn’t glitched for several weeks. Gwen considered, once, that Kingpin solved the problem of crossing the universes. That he gained full control of the reactor. Got his family back. Killed Spiderman…

No. Gwen pushes those thoughts from her mind as soon as they come.

They ripped her Spidey suit off when she first arrived in this strange facility. They tore it off her body and, after affixing a shock collar to her neck, shoved her into a bright, empty room. There, blasts of water and soap decontaminated her. Her skin was pocked and red for a day afterward. Oh, and they didn’t bother to dress her for about a week. She shivered in her dry, cold cell every night, struggling to fall asleep. She became intimately familiar with a puddle of water on the ground, formed by a leak in the ceiling, because it was usually her only source of refreshment.

_Don’t get too comfortable, Gwen Stacy._

She fucking hated the sound of Doc Ock’s voice. It slipped into her cell, into her ears, through a set of speakers on the ceiling. Her voice felt like sandpaper at first. It rubbed against her like a cat’s tongue. Nails on a chalkboard. She always cringed at its rough grind. But as time passed, she became numb to it. She stopped hating it. Doc Ock’s words were the only sound she had, besides the whirring air conditioning and the food delivery guy.

“Eat up,” he always said. He sounded like he was from Jersey, but Gwen wondered if this universe had different accents from hers. Who knows.

_You’re going to love your new dress, Gwen._

After so many sleepless, freezing nights, they finally gave her something to wear. It was white, much like her own suit, but without a hood. Her hands and feet were left bare, and it fit too tightly for comfort. The henchmen got it on her anyway, though they had to muzzle her. She tried biting one too many times. The material was strange, perhaps something to weaken her, though it felt like rubber. Looked like it, too.

It came with metal restraints. She learned that when she tried to grab the food guy from under the door. Trip him and take his keys, if they fall in the right spot. As soon as she tried it, her wrists flew together behind her back, drawn by some kind of magnet on the bottom of her spine, and her ankles became inseparable. She rolled around on the floor like an upended turtle. When she yelled at the guard, frustrated by his dirty New Jersey laughter, her shock collar reminded her to be quiet.

It took a long, long time. But after a few hundred shocks, each stronger than the last, and a dozen more episodes like that one, Gwen stopped yelling. Stopped thrashing around on the floor. She had to settle for mean glares at the cameras. She knew Doc Ock was watching. _Don’t look so happy,_ she said. _We’re only just starting._

She spat on the floor in response. If only she knew what was coming.

By week five, Gwen learned more about the real power of her prison suit. While she paced around, her legs squeaking as they rubbed, and contemplated any means of escape (her favorite pastime), Doc Ock came over the intercom.

_You’re almost ready to meet me._

“Go to Hell.”

_How kind of you._ Gwen heard a light chuckle emanate from the intercom. _We need to adjust your manners first, it seems. Your behavior requires… more study._

Suddenly, Gwen’s shock collar began an assault like never before. She fell to the ground convulsing, unable to reach for the collar. The pain was unbelievable. She thought that she would die there, writhing around on the concrete and splashing in her little puddle, but the collar weakened to a dull buzz.

Gwen flipped the camera off. “Fuck you! Fuck you and Kingpin!”

_Ha ha ha ha!_

The suit started to constrict.

It was already tight, a few sizes below Gwen’s preference, and often caused her legs to fall asleep. But this was ridiculous. She felt like her chest was going to cave in, like the air in her lungs was going to rush out and the suit would squeeze her into a flat frisbee. She felt her blood move to her extremities, the only parts not being crushed by the suit, and she could hardly breathe. She started to scream with all the power she had left. She just screamed — desperately.

Once she started yelling, the suit… _changed._ It somehow sprouted a muzzle made of the same material, and it stretched across her mouth like fabric. It held her tongue in place, keeping her from speaking. She could only produce muffled grunts. She wanted to reach up and pull it out, but her joints were immobilized by the suit. It mummified her. It gave her no leeway, so she lied there, silent. Gwen wasn’t sure if the suit was going to keep going and kill her or stop at some point before that. She wasn’t sure which she preferred.

The suit stopped shrinking.

_That’s a good spider._

It grew again, allowing her to breathe and permitting her blood back to where it belonged. Gwen caught her breath, but it was difficult without the use of her mouth.

From then on, Gwen didn’t spit anymore. She didn’t yell obscenities at the cameras, and she didn’t flip them off when Doc Ock spoke. Partly because she couldn’t, and partly because she didn’t want to. That had been enough torture for a while.

For the next week, she spent most of her time sleeping, pacing the cell, and sending mean glares in the direction of the food guy. Her muzzle only melted away when it was time to eat, but only after the delivery guy left. While he chastised her with his godawful Jersey accent and made her feel small, she had no choice but to let it pass. The suit kept her from hurling all the four letter words in the book.

“What’s wrong, little princess? Out of things to say? Ha!” he said, laughing jovially. “You shut your trap. That’s good. I like you better when you’re quiet.”

She wanted to reach through the door and choke him. But she could only do that in her imagination. The shock collar and the suit saw to that.

That week, she couldn’t do anything to show them how much she fucking _despised_ them. She couldn’t speak or protest. But, besides the random shocks she got every now and then, and besides the abuse of Ock and the Jersey man, that was the easiest week of all.

 

 


	2. A Field of Strawberries

Gwen, hearing commotion outside the door, wakes up.

Week six has come and gone. Doc Ock hasn’t spoken to her in days. The food guy even got a little nicer. The past few days melt into a blur of eating, sleeping, and shocking, with the occasional squeeze by her suit. It was all to remind her of the power they held over her, she knows. But it always succeeded in getting Gwen to stop whatever she was doing to annoy them. They know how to push her buttons, and she hated that. But her only way of expressing it was to punch the wall, which hurt like hell, and try to get out of her restraints. They were locked tight.

She stands to investigate. She hasn’t bathed in a couple weeks. Maybe this is a trip to the cleansing room? No — the sound stops. No lights come on. There is nothing out there. She judges this by the darkness under the door. Normally, there is a piss-gold sliver of light leaking in. Instead, there is nothing.

She approaches the door and puts her hand on it. She tries to use her Spidey senses to see the hall, but nothing happens. Her powers are muted here. She feels stupid for even trying.

All of a sudden, her muzzle melts away, permitting her to speak. An unusual allowance.

“What…?” To Gwen, it feels strange to talk. She opens and closes her lips a few times to get used to it again.

_Gwen._

She turns to face the camera. The red light is on. She’s being watched.

_Miss Stacy._

She crosses her eyebrows and frowns. What could possibly be going on, she wondered…

_Turn around._

She did.

And there, in the corner of the room, is the woman herself. The one who caught her in the forest, captured her friends, and detained her in this awful cell.

Doctor Olivia Octavius. She is wearing her labcoat and her glasses. She is totally unarmed.

She smiles.

Gwen pushes away all her thoughts. All the activity in her mind. She knows she’s weaker in this suit, but Ock is just a scientist. Weak, fragile, and terribly normal. Without her suit, without her tentacles, she is nothing more than another civilian.

Gwen knows: she has the strength to end it all. Right here.

“Have a seat, Gwen.” Ock gestures to a chair in front of her.

And Gwen approaches. Slowly.

Then quickly.

Now she is running.

Her arms outstretched, ready to beat the hell out of this monster. Her eyes are locked on her target, and in that moment, she is thinking about absolutely nothing but killing her. And right as she is about to reach her, something —

Something grabs her ankle. Not the suit. Not her cuffs. Something powerful, something soft, and something _wet_.

She is yanked backwards, and Ock laughs raucously. Her sandpaper voice fills the room like it never has before. Gwen cringes again.

“Come get me, little spider.”

Dangling in the air, Gwen reaches out, but she is far to distant from Ock to reach her. She flails fruitlessly. And another _something_ grabs her other ankle. She is now suspended upside down. Gwen arcs her head to look up at what was holding her, and to no surprise of any kind:

Tentacles. Slimy, rubbery tentacles, both holding her by the ankles. Both dripping with slime. Both gripping her so hard she worries that they’ll break her bones.

Doc Ock steps up to Gwen, who continues to swing her arms in the slight chance that she reaches her captor. Two more tentacles — “Where are these bastards coming from!?” — take her by the wrists. She is being pulled in four different directions, and she is powerless to free herself.

Ock’s nose is practically touching Gwen’s. She crouches, positions her eyes to be level with her prisoner’s, and Gwen gets a good look at just how big, and just how vividly green, Olivia Octavius’s eyes are. She hates them.

“You like my children?” Ock asks.

“Fuck your children.”

Ock draws back. “I see your rudeness has remained.”

The tentacles tighten their grips. Gwen braces for the worst.

“We’ll have to correct your behavior. Again. And this time…” Ock adjusts her glasses and smiles big with her bright green lips. “We’ll do it differently.”

And that’s when a smaller tentacle, an infant compared to the others, which are as thick as several inches across, descends in front of Gwen. It pauses in front of her face, as if it’s scrutinizing her. It is mere inches from her face.

“Fuck you, Doc Ah — ”

And plunges directly into her mouth.

Gwen gags from the surprise.

It pushes deep, very deep, nearly to her uvula. It fills her mouth more than she expected it to, expanding, and forces her to open her mouth slightly. Slime begins to roll downward, which means toward her nose and her eyes. It pushes and pushes. And the end of it, which has much smaller tendrils, like the head of a mop, rubs around the back areas of her mouth. It begins to thrust, very violently thrust, back and forth.

In and out.

In and out.

_In and out._

Faster, faster each time.

Slime drips and drips, mixing with her saliva. It slides down her cheeks and gets into her hair. She blinks and breathes out to keep it from her nostrils and her eyes. Gwen’s head bobs back and forth, pushed and pulled by the rubbing force of the tentacle. Her neck begins to hurt.

And Doc Ock laughs. Louder and louder. Gwen hears her breathing, too. It becomes quicker, more frantic. She’s enjoying what she’s seeing.

“Fantastic results. Beautiful results. Oh, just bee- _yoo_ -tiful,” Ock exclaims. She places her hands on either side of Gwen’s head, running her fingers through her prisoner’s hair and grabbing onto it like handles. She holds Gwen’s head in place, stopping the backward-forward motion, and forces Gwen to take the full force of the thrusting, dripping tentacle.

“Yes, little spider. Yes, just like that…”

Gwen’s mouth is hurting. A lot. At least the tentacle is wet, or this would be a lot worse, she thinks.

Right when she starts to get a handle on her situation, Gwen’s suit starts to constrict.

_Oh, shit. Not now._

It doesn’t squeeze that tightly. Not nearly as much as the first time. But it pulls into her body enough to eliminate any looseness, any give. It becomes totally form-fitting.

As Ock is holding Gwen’s head, staring into her eyes, and licking her green lips from excitement — as the lone tendril is doing its work in Gwen’s mouth, slowly working its way into her throat — and as the four larger tendrils on her hands and feet are gently, silently slithering further down her limbs, now wrapping her up almost to her joints —

Another tentacle enters the game. Another two, actually.

And they go straight for her breasts, which are now fitted perfectly by the suit. They wrap around her tits, squeezing her nipples, and firmly caress her.

The oral tentacle backs out for a moment, giving her time to spit out the slime and catch her breath. She feels the tendrils wrapping her tits, pinching her sensitive areas, sliding up and down, left and right, around and around. She can’t help but pant a little. The sensation is too much.

Ock’s hand drifts away from the side of Gwen’s head and finds her lips.

“Taste this, Gwen,” she says.

She plunges three of her fingers into Gwen’s mouth. Gwen bites at first, but the feeling of her breasts being caressed and stimulated, together with the encroaching tendrils on her limbs (now beyond her joints, soon to reach her shoulders and her hips, enveloping almost her entire arms and legs and coating them in thick, viscous slime), prevents her from putting too much effort into it.

“Suck them,” Ock commands.

Gwen does not. Ock intensifies her intrusion, grasping the back of Gwen’s head with her other hand for leverage and thrusting her fingers rapidly into Gwen’s mouth. Drops of spit and slime start to fly around. Gwen makes a _mmmrrpphhh_ sound, unable to yell.

“Suck them, or you get shocked.”

Gwen defies again, and she gets shocked like she never has before.

The pain is unimaginable.

But she can’t writhe or convulse. The tentacles hold her firmly in place. When it ends and she goes limp, the pain fading too slowly, she has no choice. None at all.

Do or die.

Gwen begins to suck on Ock’s fingers, her long, smooth fingernails, and wrapping her tongue around her captor’s digits. Ock slows her assault to a reasonable pace, but she is still thrusting.

Thrusting, in and out. In and out. Smiling, laughing, _cackling_. She sounds like a witch.

Gwen licks her hand persistently, not allowing herself to slow down. Slowing down meant getting shocked and maybe killed. There are some times, Gwen has learned over the years, where you should throw your pride away and do what you need to do. Pride got her friend killed. Got all her other friends to drift away.

Pride is why she doesn’t do friends anymore.

_Mmmmrrphhh._

Spit covers Ock’s hand. She clearly enjoys it. Her cackles only get louder and more diabolical.

_Mmmrrpfffhhhh…_

Gwen’s breasts are squeezed ever tighter. Her nipples are pinched ever more harshly. Her body is ensnared by soaking tendrils, powerful limbs of rubber and electronics, ever more completely. And she continues to suck, then suck some more, and then even more.

“More, little spider,” the doctor says, who herself is panting. Hyperventilating. Gwen can hear the adrenaline in her shaking voice, and she feels a tinge disgusted by it. “Give me more. More _enthusiasm._ ”

And she gives it to her. She has no say in the matter.

She licks Ock’s fingers as they slide across her tongue, feels her pinky rub against her cheek and her thumb against her jawline. The taste is bland at first, like any other skin, but a couple dozen thrusts later, Gwen detects the slightest hint of... strawberry?

Gwen is bothered by the fact that she now knows what scent of bodywash a supervillain uses.

_Mmmmrrphhhh..._

She sucks for as long as Ock enjoys it.

The tendrils around her breasts are loosening now. They pull back, slither away, towards her lower body. Her nipples are practically raw at this point, certainly red underneath that horrible white suit, and her boobs ache from the constant squeezing and rubbing. Gwen is relieved, but the tentacles don’t leave entirely.

They begin to wrap around her waist, starting below her ribs and wrapping down — or up? — towards her hips. They are strong, like the ones on her limbs, but they don’t seem interested in compressing her to death. They grip her like restraints and impede her movement even more.

They stop just above her groin.

Doc Ock slows her attack, pushing her digits into Gwen’s mouth much less violently, removing her other hand from Gwen’s head and placing it instead on the side of her face. The way she is holding her prisoner’s cheek, you could almost call it gentle. She caresses Gwen’s face, moving her penetrating hand at a slowing tempo, and softly giggles to herself.

_What is she laughing about,_ Gwen wants to ask.

Gwen’s breathing slows to a resting rate, and so does Ock’s.

_Is this the end?_

Au contraire, Gwen Stacy.

“You’ve been so good,” Ock says, still gliding her fingers in and out. She looks at Gwen’s mouth as if to say: you’re not done yet. And Gwen continues sucking, licking, and tasting. She moves at a slow, contemplative speed, just like her captor. As Ock slows almost to a halt, Gwen begins doing the thrusting herself, pushing her head forward and backward, sucking her warden’s fingers from tip to knuckle, tip to knuckle, over and over. She is trying everything. She runs her tongue between the fingers and cleans them of spit as best she can. Gwen maintains eye contact throughout, anchoring herself on the scientist’s bright green eyes, trying like hell to avoid looking at what she is doing.

Ock looks pleased. “Maybe you’ve earned something. A gift.”

Withdrawing her hand from Gwen’s mouth and gesturing to the tentacles with the other, Ock commands her children to flip the prisoner upright. As she draws her hand back, a bridge of saliva connects Gwen’s lip to the tip of her index finger. Gwen notices how sore her tongue is.

The limbs turn her, clockwise, until she is right side up. After what felt like hours, she can finally breathe. The blood finally leaves her head and goes back where it belongs (though the suit, still overly tight, slows that down). She can look down now and see just how much she is covered in Ock’s tentacles, which she now can see emerged from a hidden trapdoor in the ground.

Her arms and legs are almost totally trapped in the rubber members, leaving only her hands and feet exposed. The ends of those limbs are also covered in smaller tastebuds, just like the smaller tendril from before. That one still hangs back, shy, behind Ock. Waiting.

She balances herself, and she begins looking for ways out. She doesn’t see any, not right away.

Ock again caresses Gwen’s face, rubbing her cheek with her thumb. She holds her prisoner’s face with both hands, though the prisoner is confused about what she is doing.

“Little spider.”

Her hands drift, falling down Gwen’s body, across her neck and her collarbone…

“So small, so unique.”

Down to her breasts, which they carefully fondle and feel…

“But so brave.” Ock licks her lips.

And reaching around Gwen’s waist, bringing her body against her prisoner’s. She presses her chest against Gwen’s, glides her hands around the spider’s waist. She removes her glasses and drops them on the floor. Gwen is no longer panting. She is frowning, terrified of what Ock is about to do.

“I enjoy studying you, Gwen Stacy. You’re such a _strange_ creature.” Her eyes lock onto Gwen’s. “But then again… so am I.”

And Olivia Octavius pulls in to kiss her.

For the first ten seconds or so, Gwen is too absolutely shocked to do anything. Her mind is being flooded with panic, sent into a confused frenzy, and she is frozen in place. Her eyes widen and her body shivers. Ock pushes her tongue against Gwen’s mouth, which she is too frozen to close. Her tongue gains entry, pushes beyond her lips, and begins to explore. Her nose bumps against Gwen’s.

Ock’s eyes are closed. Her hands are rising up Gwen’s back, reaching to her shoulders in a lover’s embrace, and Ock’s body is pressing hard against hers. Gwen is surprised by something else — by the scientist’s slenderness, and by the volume of her breasts, which eclipses her own, and by the softness of her lips, and by the gentleness of her embrace, and by the sweet smell of strawberries that accompanies her closeness. She is surprised by the deliberate, careful progress of her tongue. By the experience Gwen can tell she has.

A rogue thought enters Gwen’s panicked mind as Ock kisses her. It enters softly, like a spy.

And she considers for a moment, for just a moment, something extraordinary. Something that she has never considered before.

She thinks of Olivia’s wild eyes, the little freckles on her skin, her silky black hair. Her curves, so exotic, so ideal. Magnetic. Gwen’s eyelids begin to fall, finally closing. She starts, almost involuntarily, to move her tongue in tandem with Olivia’s. It is a subtle dance, the kind she dreams about…

It is the dance she imagined six weeks ago, she now recalls, when she was first ensnared by those tentacles. It is what she drooled over in her sleep. A dance with Olivia, in her glowing way, and her voice.

Gwen remembers sleepless midnights. Olivia’s quiet voice through the intercom. She remembers slipping her hand down below as her captor spoke in rusty tones. She remembers rubbing, moaning, as Olivia described, in careful detail, what exactly she would do to her. Biting her lip. Soaking the suit, dripping. Waterfalls.

Their tongues, now intertwined and moving into Olivia’s mouth, dance ever faster. Gwen begins to chart the unknown. Their breath becomes a rhythm...

The thought settles in her brain. Affixes itself to her neurons.

Crystallizing. _A field of strawberries. I’m there. She’s there. She’s looking at me_ …

Gwen opens her eyes.

Wait a second…

What? What is she thinking?


	3. Inked

No.

No, no, no.

Never. Never, ever, ever.

Those memories aren’t real. They can’t be.

It’s impossible.

_What the fuck is going on?_

_What the FUCK!?_

_NO!!!_

Gwen bites down.

Ock screams. Yelps, more accurately. She backs away, and a few drops of blood drip from her bottom lip. “You were so close,” she said. “ _We_ were so close!”

Gwen regains her consciousness. A tendril attached to the back of her head, which she hadn’t even noticed, flies off when she swings her head. She shakes one off of her foot, kicks the other, and rolls her legs over her head to release her hands. Slime falls off her like water.

“This little spider is _too_ brave,” Ock says. She throws her labcoat off, and to Gwen’s total non-surprise, she is wearing part of her rubber super-suit.

Gwen grins and raises her fists. “Ready to get rocked?” she says. Her confidence is _back_.

She charges Ock, one foot in front of the other, fist cocked behind her and ready to throw Ock across the room. Her strength returns, reinvigorates her, and she runs faster and faster. She is inches from Ock. Her fist is throwing itself forward, a hammer about to send her flying. Gwen smiles. _This is it,_ she thinks. _The end of this._

Her fist is inches from connecting with her nose. Five inches. Four. Milliseconds pass —

_strawberries_

What?

What was that?

Gwen loses her balance and falls harmlessly to the right of Ock, who laughs maniacally.

“You would never,” she said. “You’d never hurt the one who comforted you.”

She tries to stand up, but Gwen can’t stop picturing it. There’s a field somewhere, and in the distance, she can see a person. She falls flat on the floor.

“Me, who spoke to you in dark nights and cold evenings?”

Gwen can’t tell who it is. It’s so blurry, so vague. She raises her fist, but it falls again to the concrete floor. She is lying just beside her puddle. Ock is walking towards her.

“Me, who clothed you? Who kept you company on those _lonely_ days?”

She tries and tries again, but Gwen can’t stand. It’s a field of strawberries…

“Me, who occupied so many of your thoughts?”

Her strength was gone, but Gwen managed a word or two. “Fff… ffffuck… you.”

Ock smiled. “I was there, spider.”

The doctor reached the feet of her prisoner and looked down on her.

“I was always there.”

_A field of strawberries. Where the sun shines._

“Inside.”

_Where winter never comes and night never falls. There she is._

And she laughs maniacally again. The tendrils approach and take her by her legs and her waist, lifting her in the air a few feet. The suit reconstricts, revealing her nipples and her camel toe once more. The smaller tendril approaches from behind, latching onto the back of her head and lifting it. She is held there, reclining, and watches as the tentacles spread her legs. Two more take her arms, and she is floating horizontally, like a table, with her head held up.

With a gesture of her hand, Ock somehow signals the suit to change. It pulls away from Gwen’s groin, stopping after it reveals her vulva in its entirety.

_The woman in green. A green dress. Her eyes are so bright._

“No, no, no…” Gwen mutters.

Ock’s smile grows proud and obsessive. She reaches down to some device on her belly, and with the press of a button, something rubbery and black detaches from her. It remains connected between her thighs, but it swings freely around. It is large, about the width of Gwen’s wrist, she estimates, and as long as her forearm. It, like all the other children of Octavius, is wet with slime.

“Do you remember me?” she asks.

Gwen does. Gwen will never admit it, but she does. _At night, as I struggled to sleep, her voice came._

“Not… real.” _It rubbed against me. It was like sand. I rubbed against it._

Ock chuckles. “As real as you, little spider.” She took hold of Gwen’s thighs, lifting them and bracing herself, as she leaned over Gwen. With horror, Gwen finally realized what that strange appendage was supposed to do. What it was supposed to _be._ But it was too late, and she was too weak. None of her muscles seemed to work right. She had been eating their food for weeks, drinking dirty water. Maybe it was that. Maybe it was…

_Her dark hair, tickling my face. I grow impatient._

Ock sent her hips forward, and the appendage went with her. It dove straight into Gwen.

“Oh — oh my god,” Gwen said, her jaw nearly on the floor.

Her stomach felt like it expanded. She felt pregnant with its size. To be honest, she was in disbelief that it fit at all. She’s been to a few rodeos, but nothing prepared her for this.

The thrusting began, just as it had with the fingers before. Ock pushed and pushed, more harshly each time, and cackled over the damp sound of slime and skin. Ock’s own breasts were bouncing, impressing Gwen with their volume for a second time, and her frustratingly white teeth were displayed in her full, luminous smile.

It hurt. Gwen’s vagina was hardly able to take it, and as it reached further in, she could not suppress her reactions any longer. She grunted, panted, and gasped with each advance. They became more rapid, more intense. And the sound became louder: _shlap, shlap, shlap…_

_The earthy voice that came to me…_

Gwen began to sweat. She closed her fists and pulled in her toes.

_The rough voice I came to, so many times…_

Olivia’s tendril seemed to pulse. Its thickness was variable, and so was its length. She pulsed, too, her chest expanding and shrinking with each joyful breath. Olivia began to sweat, too. Her face started to shine, in her glowing way

_in her glowing way_

and her hands tightened around Gwen’s thighs. Her fingernails were nearly stabbing Gwen, but nothing could penetrate the suit. It’s true; Gwen’s tried everything.

“Let it in, spider,” she said between breaths.

Fuck off, is what Gwen wanted to say. Just as she was about to curse her captor, Olivia’s member pushed further than it ever had. It felt like a fat, slimy spear. Instead, Gwen said something similar, but not quite the same:

“Oh, _fuck!”_

Gwen’s gasps become desperate. They roughen, become louder. Before long, they are moans.

She couldn’t deny what was bubbling inside of her. She knows it’s there, and it will erupt soon. Gwen had always enjoyed roughness, which might’ve had something to do with the kind of music she played. She enjoyed being thrown around. But all her career, she had only had the chance to be rough with other things. Other people. She was always the strongest, always believed she was invincible. All that unravels here. Her belief wavers with each seismic thrust.

For a second time, she sees Olivia’s wild eyes. Her freckles, so numerous. And her many curves.

_Their hunger becomes a ballet._

_There she is. Olivia. She’s looking at me…_

She tries to shake the thoughts away. She tries to quarantine them and throw them out. But the thought, the most dangerous, innocent thought, is inside already. Glued to her mind. The call is coming from inside the house, and she can’t hang up.

Gwen’s vagina begins to dampen. “Oh, fuck. Oh, my god. Doctor…”

“Let it in,” Olivia repeats. But it’s redundant now. Gwen bites her lip. _Mmmrphh,_ she says. _Mmmrrphhfffuuuuck…_

Gwen can see her belly rise and fall, now, as Olivia penetrates deeper and deeper still. Gwen is accepting almost her entire appendage, but the size of her vagina doesn’t allow the last inch or so. Olivia is gasping, her lungs trying to keep up, and Gwen sees drool rolling down her captor’s chin. Slime coats Gwen’s entire groin, splashing halfway up her stomach and around her thighs. A few loose drops, flying in the air, land on her face and mix with her sweat.

_Oh fuck oh jesus fuck ohhhh my god…_

Gwen looks at Olivia’s rabid smile and her bouncing tits. Looks at the giant, black tentacle entering and leaving and entering her. At the drool on her captor’s face, and her own body, which reverberates with each thrust. Gwen tries to throw her head back, overwhelmed by it all, overwhelmed by her powerlessness and Olivia’s emerald stare and her squeezing hands, digging into her legs. But the tendril on her head won’t let her.

“Gwen Stacy, here it comes — oh, Gwen, my spider — I’m nearly — ”

Olivia clenches her teeth and pulls Gwen in, stopping her thrusts but holding her faux-penis firmly in place. But she doesn’t reach climax, not yet. So Gwen takes action. With the little control she has, she swings her hips back and forward, backwards and forwards, doing the work herself. She moans and groans, and Olivia looks at her with some kind of primal glare. Her smile returns. It’s wilder than ever, and her eyes open wider than they’d ever been. Her thrill is palpable.

“Just a bit more, just a little,” she says frantically.

Gwen continues to pump, consuming the massive appendage over and over. She finds herself smiling. When she sees Olivia on the cusp of the end, she pushes harder than ever before. Her belly pulses up and down each time.

_Shlup, shlup, shlup._

Finally, one last push. She manages, at last, to fit that last inch inside of her. She moans like never before.

_Fffffffuuuuucckkkk!_

And Olivia Octavius cums inside of Gwen.

Slime, blacker and much more viscous, pours into her. It explodes inside of her like a fountain of ink, spraying onto her stomach and chest and legs and the floor. It bubbles inside of her. Some lands on her lips, which she dutifully licks away, and some gets in her hair. It is a supernova of dark pleasure.

Without reprieve, without rest, Olivia grabs Gwen by the collar, the tendrils instantly releasing her arms and legs, and holds her in the air. Olivia, drooling barbarically and smiling like a madman, pushes Gwen up against a wall. Smaller tentacles, the ones contained within her suit, emerge and pin Gwen to the wall by her waist.

She licks her lips again and stares into Gwen’s eyes. Her green stare does not let go of the spider. “Now prove it to me,” she says.

She grabs Gwen’s face and throws herself into a deep, deep kiss.

This time, Gwen knows what really happened.

Those many nights with her fingers between her legs. With her suit wet from her joy. She can hear the voice, the one that sounds like coffee grounds, even now: _I will show you what real pleasure is…_

This time, Gwen will not open her eyes.

Their tongues intertwine, dancing a subtle dance. One that Gwen dreams about.

_In a field, there is a woman._

Olivia’s body is pressed against Gwen’s, her rubbery, powerful thigh rubbing against her captive’s groin. Her breasts eat Gwen’s alive.

Saliva is shared between them. Gwen’s eyelids grow tired and descend, then close. Olivia’s curly hair brushes against her face, silky to the touch, and her green lips outmatch Gwen’s entirely. Her hands invade her prisoner’s hair, running through it and brushing Gwen’s scalp. Their tongues dance together, twisting in twirling fractals, and as they open and close their mouths on each other, gluttons for the taste, Gwen begins to detect that familiar smell of

_strawberries_

again. This time, it makes her shiver. It makes her want Olivia even more. She leans her head forward, cranes her neck, to get a better taste. She pushes the tempo even higher.

Without warning, Gwen raises one arm and lays it over Olivia’s shoulder, embracing her. With her other hand, Gwen takes Olivia’s face, feeling its smoothness and its absolute perfection.

_Her freckled skin, so ideal, as it was in my fantasies…_

She runs her hand through Olivia’s silk hair.

_Just as I imagined. Just like in my dreams._

Olivia slowly drops her other hand in response, laying it between them. On Gwen’s chest, against her tits. It slowly falls more, lowering across her body. It reaches its destination.

Olivia stimulates Gwen, forcing her fingers inside. And Gwen does not fight. She probes her master’s mouth even more, smiling. She enthusiastically welcomes the scientist’s hand as it plunges into her pussy, wet and excited. She greets those long, witchlike fingers and their green claws. First her index finger, then her middle, and then the third. As they kiss and hold each other, Gwen still pinned against the wall by Olivia’s tendrils, Gwen’s excitement becomes palpable. She gets chills. Shockwaves shake her, little earthquakes spread throughout her body. Olivia’s skillful hand, so deft and so light in its touch, fills her with electricity.

For one instant, a picture passes through her mind. A picture of Peter Parker, and of Miles. But Gwen’s mind does not accept them. They are no longer friends to be protected. They are annoyances, leeches that suck Gwen dry of whatever help they need. And Gwen decides that enough is enough. Those battles are over.

The only battle that matters is the one she is fighting at this very moment. The one between tongues and bodies. Between wet rubber and smooth skin.

_I dreamed of your children entering me. I dreamed of them inside of me, exploring me, as you watched._

Her fingers move more rapidly. They dive deep, and her nails brush against her walls. Gwen shivers.

Floodgates start to open. The levy is breaking.

The hand Olivia was using to hold her prisoner’s face moves. She places it firmly on Gwen’s neck, and she starts to press. Her slender fingers can reach halfway around her neck. Gwen can hardly breathe as Olivia tastes her and fingers her to the brink of an explosion.

Olivia pushes Gwen’s head against the wall, gripping her by the throat. She licks her mouth of Gwen’s saliva and quickens her rubbing. “This is what you wanted,” she says.

“Yes.”

“This is what you imagined.”

Gwen gasps for air. Her body is beginning to convulse. “Yes, yes.”

“You wanted me. Say it.”

Without hesitation, Gwen does. “I want you.”

She is seconds from the waterfall.

“Have me,” she says. “Have me.”

Finally, the waterworks come. Gwen’s pussy practically explodes, sending cum spraying and coating Olivia’s hand. She can’t speak while Olivia chokes her — but when Olivia lets go, she yelps like a dog. She moans like than she never has. Her body vibrates, her muscles tense, and her eyes roll up behind her eyelids. Olivia never stops smiling.

The tendrils let go, and Gwen falls to the damp floor, still immobilized by bliss.

“You’ve become such a good spider,” Olivia says. Her tentacles retract into her suit, which glistens from sweat and cum.

Gwen sits up and crawls toward her captor.

“What’s this? Even more?”

“No,” Gwen says. “This is for you.”

When she reaches Olivia, she grips the black appendage. It rises again, extending to its original, ludicrous size. Olivia watches with anticipation, and she gasps when Gwen starts to suck.

She pumps Olivia’s penis with her two hands, twisting as she goes, and takes the tip of it in her mouth. Her hands can barely contain half of its width. The slime gets everywhere, and when she hears Olivia’s excited panting and sees, her eyes locked firmly on her master’s, her glee, she pumps harder. She sucks and licks the member with a force she’d never given anyone else. She focuses her tired tongue on the very end of it, licking the slit from which the cum with emerge. She frenetically pulls the shaft and squeezes with all the strength she had — which was still not enough to crush it. It was rock hard, and with each stroke, Olivia groaned with joy.

Olivia takes Gwen by the back of her head and pulls her in. The tendril reaches nearly to the back of her throat. Normally, Gwen would stop when someone did that. But for Olivia, she’d do anything. She gags and resists the urge to vomit as Olivia’s member fills her mouth in its entirety. She pumps and rubs and twists, licks and eats and consumes, allows Olivia to command her and pull her mouth ever further down the shaft. Gwen’s eyes remained anchored on her captor’s, which seem greener and more beautiful than they ever have. Her dreams, her dark fantasies, have been surpassed.

A gladness washes over her. A _willingness_. She feels willing to do whatever it takes. She feels immensely glad to have been had. Glad to have felt those slim fingers, tasted them, and to have embraced her full and commanding body. To have tasted the intrusions of her tendrils and to have been brought over the edge by them. To be here, with her fantasy inside of her mouth.

Olivia pulls her in one last time. The whole appendage is in Gwen’s mouth, her lips reaching the place where it meets the groin, and she feels it slithering, pulsing, on her palate. Olivia holds her there as she groans for one last time. And for a change, the captor falls over the cliff.

Black, gooey cum fills Gwen’s insides. Steaming and thick, it fills her like an empty cup, and after Olivia pulls out, Gwen opens her mouth wide and lays out her tongue to receive it. She grins.

Olivia watches it shoot onto Gwen’s cheeks and lips, drip onto her chest, and land on her tongue. She is grateful for the meal.

“Fuck, fuck, fuuuuck,” Olivia moans.

Her slimy, synthetic cum bubbles inside of her captive’s mouth. It rolls down her face and sticks to her neck, which still has the red mark of her squeezing hand.

Dutifully, Gwen closes her mouth and gulps it all down. This, of course, makes Olivia shoot another batch. She has been totally satisfied, and Gwen has been totally soaked by the stuff.

Gwen stands calmly, takes her master by the cheek, and kisses her again. They share what they’ve brought out of each other.

_Her rusty tones, ushering me to climax. Our bodies melt together, our desire becomes a ballet…_

_The taste of strawberries washes my mind clean._

_I am empty, filled only by her._

 

 

* * *

 

 

 

“The compound was successful,” the man says.

“Yes,” says the Doctor. “Very successful.” She watches her prisoner through the glass. Gwen is smiling, fast asleep and full of the compound. It drips from her mouth, hours later.

“You chose an interesting delivery method.”

Ock crosses her arms and grins. “I chose the method I wanted.”

“The leak in the ceiling was genius. Give it to her in smaller doses, give her no choice but to drink it. Let the ideas form in her mind. Then, when she’s ready…”

“The big one.” She pushes up her glasses. “The _permanent_ one.”

“Right.”

Ock sighs and looks at the man. They share an awkward silence. “You have somewhere to be,” she tells him. The man shrugs and leaves the room, using his keycard to open the door. Her employees know better than to question her.

Olivia stays there for a while, watching her prisoner dream. She smiles wide, and somewhere deep inside of her, she can feel butterflies. A flutter. She scans Gwen’s naked form and bites her lip, planning inside her mind their next encounter. Her heartrate rises just by looking at the young spider.

She knows what the dreams are about. They’re good dreams, and she’s in all of them. But of course she knows what’s in Gwen Stacy’s dreams…

She made them herself.

**Notes for the Chapter:**

> I hope you enjoyed reading this *very slight* deviation from the movie. If you did, leave a comment and let me know. If you hated it and you wanted to reach through your monitor and strangle me, then... leave a comment. I'd be happy that anyone read it at all!


End file.
